Exhibit 10.33
AMENDMENT TO THE
NATIONAL SEMICONDUCTOR
CORPORATION
STOCK OPTION PLAN
1997 EMPLOYEES STOCK OPTION
PLAN
EXECUTIVE OFFICER STOCK OPTION
PLAN
2007 EMPLOYEES EQUITY
PLAN
2005 EXECUTIVE OFFICER EQUITY
PLAN
Effective April 4,
2011
This Amendment to the National
Semiconductor Corporation Stock Option Plan (the “ Stock
Option Plan ”), 1997 Employees Stock Option Plan (the
“ 1997 Plan ”), Executive Officer Stock Option
Plan (the “ Executive Officer Plan ,” together
with the Stock Option Plan and the 1997 Plan, the “ Option
Plans ”), 2007 Employees Equity Plan (the “ 2007
Plan ”) and 2005 Executive Officer Equity Plan (the
“ 2005 Plan ,” together with the Option Plans
and the 2007 Plan, the “ Plans ”) is effective
as of the date first set forth above (this “ Amendment
”), this Amendment being approved by the Board of Directors
(the “ Board ”) of National Semiconductor
Corporation., a Delaware corporation (the “ Company
”), on April 4, 2011, in accordance with
Section 11(a) of the Option Plans and Section 11.2
of the 2005 Plan and the 2007 Plan. Capitalized but undefined
terms shall have the meanings provided in the respective
Plans.
As of result of the foregoing
approvals, the Plans are hereby amended as follows:
1. Section 9(a) of the Option Plans is
hereby amended and restated in its entirety as follows:
“(a) The purchase price
for all shares purchased pursuant to options exercised must be
either paid in full in cash or check, or by any other method which
the Committee, in its sole and absolute discre